SCHEDULE OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS |
Convertible
notes payable to shareholders consisted of the following as of December 31, 2023 and 2022:
SCHEDULE
OF CONVERTIBLE NOTES PAYABLE TO SHAREHOLDERS
| |
December
31, 2023 | | |
December
31, 2022 | |
Convertible
notes payable - shareholders (a) | (a) |
$ | — | | |
$ | 7,838 | |
Convertible note payable
- shareholder (b) | (b) |
| — | | |
| 1,500 | |
Convertible notes payable
– shareholders (c) | (c) |
| — | | |
| 700 | |
Convertible
notes payable - shareholders (d) | (d) |
| — | | |
| 5,369 | |
Convertible notes payable - shareholders | |
| — | | |
| 15,407 | |
Less:
current portion | |
| — | | |
| (15,407 | ) |
Convertible
notes payable – shareholders – long - term portion | |
$ | — | | |
$ | — | |
(a) |
During
the years ended December 31, 2011 through 2016, the Company entered into convertible note
payable agreements with individuals aggregating to a total amount of $7,988. The notes initially
accrued interest at 8% per annum, were unsecured and were convertible into the Company’s
Series K preferred stock at $25.73 per share.
As
of December 31, 2022, the principal amount due on the notes aggregated to $7,838 and total accrued and unpaid interest of $2,890
was owed on the notes. During the year ended December 31, 2023, $60 of principal and $36 of accrued and unpaid interest were paid
on the notes, and the notes accrued interest of $15. On January 30, 2023, the date of the closing of the IPO, total principal of
$7,778 and total accrued and unpaid interest of $2,867 was owed on the notes.
Upon
the closing of the IPO, all of the principal plus accrued and unpaid interest, except for $65 of principal and $58 of accrued and
unpaid interest, automatically converted into 1,554,814 shares of the Company’s common stock based on the conversion price
of $6.78 per share.
During
the year ended December 31, 2023, the Company repaid $25 of principal and $20 of accrued interest on the notes payable, and total
principal of $40 and total accrued interest of $38 were converted into 2,094 shares of the Company’s common stock. As of December
31, 2023, no principal or interest was owed on the notes.
|
(b) |
In
April 2016, the Company entered into a convertible note payable agreement with a shareholder
in the amount of $2,661. The note accrued interest at 11.51% per annum, was unsecured, had
an initial maturity date of May 2018 and was convertible into the Company’s common
stock at the price of $6.78 per share. Interest payments were due monthly. In May 2018, the
note was amended to include a provision under which the loan would accrue $10 per month of
loan fees through the date the loan was repaid or was converted into the Company’s
common stock. The loan fees could be converted into shares of the Company’s common
stock at $6.78 per share.
As
of December 31, 2022, total principal of $1,500 and total accrued and unpaid loan fees of $560 was owed on the note. During the year
ended December 31, 2023, the note accrued loan fees of $10, and on January 30, 2023, the date of the closing of the IPO, total principal
of $1,500 and total accrued and unpaid loan fees of $570 were owed on the notes.
Upon
the closing of the IPO, all of the principal plus accrued and unpaid loan fees automatically converted into 303,835 shares of the
Company’s common stock based on the conversion price of $6.78. As of December 31, 2023, no principal, interest or loan fees
was due on the notes. |
(c) |
In
April 2018, the Company entered into two convertible note payable agreements with a shareholder
under which the Company borrowed an aggregate total of $700. The notes accrue interest at
5.0% per annum, are unsecured, and are convertible into the Company’s common stock
at the lesser of $12.00 per share, or 90% of the Company’s IPO price, if it were to
occur.
As
of December 31, 2022, total principal of $700 and total accrued and unpaid interest of $164 was owed on the notes. During the year
ended December 31, 2023, the notes accrued interest of $3, and on January 30, 2023, the date of the closing of the IPO, total principal
of $700 and total accrued and unpaid interest of $167 was owed on the notes.
Upon
the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 160,563 shares of the
Company’s common stock based on the conversion price of $5.40, which was 90% of the IPO closing price. As of December 31, 2023,
no principal or interest was due on the notes.
|
(d) |
During
the years ended December 31, 2019 through 2021, the Company entered into convertible note
payable agreements with several shareholders under which the Company borrowed an aggregate
amount of $5,369. The notes accrue interest at 5.0% per annum, are unsecured, and are convertible
into the Company’s common stock at the price of $12.00 per share, or 90% of the Company’s
IPO price, if it were to occur.
As
of December 31, 2022, total principal of $5,369 and total accrued and unpaid interest of $758 was owed on the notes. During the year
ended December 31, 2023, the notes accrued interest of $22, and on January 30, 2023, the date of the closing of the IPO, total principal
of $5,369 and total accrued and unpaid interest of $780 was owed on the notes. |
|
Upon
the closing of the IPO, all of the principal plus accrued and unpaid interest automatically converted into 1,134,063 shares of the
Company’s common stock based on the conversion price of $5.40, which was 90% of the IPO closing price. As of December 31, 2023,
no principal or interest was due on the notes. During the year ended December 31, 2023, the Company issued the shareholders stock
warrants to purchase up to 217,771 shares of the Company’s common stock at exercise prices of $9.00 and $10.50. All of the
warrant shares were exercised during the year ended December 31, 2023. |
|